1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended June 29, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from to
COMMISSION FILE NUMBER 1-14260
WACKENHUT CORRECTIONS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0043078
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4200 Wackenhut Drive #100, Palm Beach Gardens, Florida 33410-4243
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(561) 622-5656
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
At August 1, 1997, 21,984,142 shares of the registrant's Common Stock were
issued and outstanding.
Page 1 of 16
2
WACKENHUT CORRECTIONS CORPORATION
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following consolidated financial statements of Wackenhut Corrections
Corporation, a Florida corporation (the "Corporation") have been prepared in
accordance with the instructions to Form 10-Q and therefore, omit or condense
certain footnotes and other information normally included in financial
statements prepared in accordance with generally accepted accounting principles.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the financial
information for the interim periods reported have been made. Results of
operations for the twenty-six weeks ended June 29, 1997 are not necessarily
indicative of the results for the entire fiscal year ending December 28, 1997.
Page 2 of 16
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WACKENHUT CORRECTIONS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THIRTEEN WEEKS ENDED
JUNE 29, 1997 AND JUNE 30, 1996
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
THIRTEEN WEEKS ENDED
-------------------------------------------------
JUNE 29, 1997 JUNE 30, 1996
----------------------- ----------------------
Revenues $ 51,509 $ 33,416
Operating expenses (including amounts related
to Parent of $1,496 and $949) 43,166 28,660
Depreciation and amortization 1,510 770
----------------------- ----------------------
Contribution from operations 6,833 3,986
G&A expense (including amounts related to
Parent of $387 and $357) 3,044 2,073
----------------------- ----------------------
Operating income 3,789 1,913
Interest income (including amounts
related to Parent of ($42) and $0) 286 656
----------------------- ----------------------
Income before income taxes and equity
income of affiliate 4,075 2,569
Provision for income taxes 1,603 895
----------------------- ----------------------
Income before equity income of affiliate 2,472 1,674
Equity income of affiliate, net of income tax
provision of $157 and $88 251 140
----------------------- ----------------------
Net income $ 2,723 $ 1,814
======================= ======================
Earnings per share $ 0.12 $ 0.08
======================= ======================
Weighted average shares outstanding 22,634 22,676
======================= ======================
The accompanying notes to consolidated financial statements are an integral part
of these statements.
Page 3 of 16
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WACKENHUT CORRECTIONS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THE TWENTY-SIX WEEKS ENDED
JUNE 29, 1997 AND JUNE 30, 1996
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
TWENTY-SIX WEEKS ENDED
---------------------------------------------
JUNE 29, 1997 JUNE 30, 1996
----------------------- ----------------------
Revenues $ 92,736 $ 62,850
Operating expenses (including amounts related
to Parent of $2,727 and $1,604) 77,566 53,216
Depreciation and amortization 2,658 1,606
----------------------- ----------------------
Contribution from operations 12,512 8,028
G&A expense (including amounts related to
Parent of $775 and $716) 5,451 4,396
----------------------- ----------------------
Operating income 7,061 3,632
Interest income (including amounts related to Parent of
($108) and $109) 818 1,297
----------------------- -----------------------
Income before income taxes and equity
income of affiliate 7,879 4,929
Provision for income taxes 3,072 1,829
----------------------- ----------------------
Income before equity income of affiliate 4,807 3,100
Equity income of affiliate, net of income tax
provision of $311 and $114 497 182
----------------------- ----------------------
Net income $ 5,304 $ 3,282
======================= ======================
Earnings per share $ 0.23 $ 0.15
======================= ======================
Weighted average shares outstanding 22,613 21,767
======================= ======================
The accompanying notes to consolidated financial statements are an integral part
of these statements.
Page 4 of 16
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WACKENHUT CORRECTIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 29, 1997 AND DECEMBER 29, 1996
(IN THOUSANDS EXCEPT SHARE DATA)
JUNE 29, 1997 DECEMBER 29, 1996
----------------------- ------------------------
(UNAUDITED)
ASSETS
Current Assets:
Cash $ 25,612 $ 44,368
Accounts receivable (net) 32,945 24,879
Other 7,142 6,066
----------------------- ------------------------
Total current assets 65,699 75,313
Property and equipment, net 28,999 18,975
Investments in and advances to affiliates 4,812 1,810
Deferred charges, net 10,814 7,522
Unamortized cost in excess of net assets
of acquired companies, net 1,955 2,224
Other 5,025 967
----------------------- ------------------------
$ 117,304 $ 106,811
======================= ========================
LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities:
Accounts payable $ 4,622 $ 4,020
Accrued payroll and related taxes 5,629 4,558
Accrued expenses 3,967 3,717
Current portion of long-term debt 12 12
Deferred income tax liability, net 1,162 876
----------------------- ------------------------
Total current liabilities 15,392 13,183
----------------------- ------------------------
Deferred income taxes, net 8,497 5,434
----------------------- ------------------------
Long-term debt 361 225
----------------------- ------------------------
Shareholders' equity:
Preferred stock, $.01 par value,
10,000,000 shares authorized --- ---
Common stock, $.01 par value,
30,000,000 shares authorized,
21,969,272 and 21,937,992 shares
issued and outstanding 220 219
Additional paid-in capital 73,397 72,986
Retained earnings 19,652 14,348
Cumulative translation adjustment (215) 416
----------------------- ------------------------
Total shareholders' equity 93,054 87,969
======================= ========================
$ 117,304 $ 106,811
======================= ========================
The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
Page 5 of 16
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WACKENHUT CORRECTIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED
JUNE 29, 1997 AND JUNE 30, 1996
(IN THOUSANDS)
(UNAUDITED)
TWENTY-SIX WEEKS ENDED
---------------------------------------------------
JUNE 29, 1997 JUNE 30, 1996
------------------------ -----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,304 $ 3,282
Adjustments to reconcile net income to net cash
provided by operating activities--
Depreciation and amortization expense 2,658 1,606
Equity income of affiliates (809) (296)
Changes in assets and liabilities -- (Increase) decrease in assets:
Accounts receivable (8,245) (3,175)
Deferred income tax asset - current --- 51
Other current assets (1,112) (890)
Other assets 399 99
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 1,052 (294)
Accrued payroll and related taxes 1,153 763
Deferred income tax liability - current 286 63
Deferred income taxes - non-current 3,063 1,343
------------------------ -----------------------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES $ 3,749 $ 2,552
------------------------ -----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates (2,193) ---
Capital expenditures (11,764) (1,107)
Deferred charge expenditures (8,789) (1,648)
------------------------ -----------------------
NET CASH USED IN INVESTING ACTIVITIES $ (22,746) $ (2,755)
------------------------ -----------------------
(Continued)
The accompanying notes to consolidated financial statements are an integral part
of these statements.
Page 6 of 16
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WACKENHUT CORRECTIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED
JUNE 29, 1997 AND JUNE 30, 1996
(IN THOUSANDS)
(UNAUDITED)
(Continued)
TWENTY-SIX WEEKS ENDED
-----------------------------------------------
JUNE 29, 1997 JUNE 30, 1996
--------------------- ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock $ --- $ 51,606
Proceeds from exercise of stock options 350 320
Retirement of debt (6) (779)
Proceeds from debt 147 ---
Advances from Parent 22,777 45,124
Repayments to Parent (22,777) (45,124)
--------------------- ----------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 491 $ 51,147
--------------------- ----------------------
Effect of exchange rate changes on cash (250) 162
Net (decrease) increase in cash (18,756) 51,106
Cash, beginning of period 44,368 909
--------------------- ----------------------
CASH, END OF PERIOD $ 25,612 $ 52,015
===================== ======================
SUPPLEMENTAL DISCLOSURES:
Impact on equity from tax benefit related to the
exercise of options issued under the company's non-
qualified stock option plan $ --- $ 636
===================== ======================
The accompanying notes to consolidated financial statements are an
integral part of these statements.
Page 7 of 16
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WACKENHUT CORRECTIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed for the quarterly financial reporting are the
same as those disclosed in Note 2 of the Notes To Consolidated Financial
Statements included in the Corporation's Form 10-K filed with the Securities and
Exchange Commission on March 28, 1997 for the fiscal years ended December 29,
1996, December 31, 1995 and January 1, 1995. Certain prior year amounts have
been reclassified to conform with current year financial statement presentation.
2. EARNINGS PER SHARE
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
requires the disclosure of basic and diluted earnings per share for periods
ending after December 15, 1997. The computation under SFAS No. 128 differs from
the primary and fully diluted earnings per share computed under APB Opinion No.
15 primarily in the manner in which potential common stock is treated. Basic
earnings per share is computed by dividing net income by the weighted-average
number of common shares outstanding. In the computation of diluted earnings per
share, the weighted-average number of common shares outstanding is adjusted for
the effect of all potential common stock.
The basic and diluted earnings per share computed according to SFAS No. 128 are
as follows:
PRO-FORMA
THIRTEEN WEEKS ENDED
--------------------
JUNE 29, 1997 JUNE 30, 1996
------------- -------------
Basic earnings per share $ 0.12 $ 0.08
Diluted earnings per share 0.12 0.08
PRO-FORMA
TWENTY-SIX WEEKS ENDED
----------------------
JUNE 29, 1997 JUNE 30, 1996
------------- -------------
Basic earnings per share $ 0.24 $ 0.16
Diluted earnings per share 0.23 0.15
Page 8 of 16
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WACKENHUT CORRECTIONS CORPORATION
3. DOMESTIC AND INTERNATIONAL OPERATIONS
A summary of domestic and international operations is presented below:
TWENTY-SIX WEEKS ENDED
JUNE 29, 1997 JUNE 30, 1996
----------------------- -----------------------
(in thousands)
REVENUES
Domestic operations $ 74,781 $ 48,218
International operations 17,955 14,632
----------------------- -----------------------
Total revenues $ 92,736 $ 62,850
======================= =======================
OPERATING INCOME
Domestic operations $ 5,014 $ 2,203
International operations 2,047 1,429
----------------------- -----------------------
Total operating income $ 7,061 $ 3,632
======================= =======================
JUNE 29, 1997 DECEMBER 29, 1996
----------------------- -----------------------
(in thousands)
IDENTIFIABLE ASSETS
Domestic operations $ 99,850 $ 96,872
International operations 17,454 9,938
----------------------- -----------------------
Total identifiable assets $ 117,304 $ 106,811
======================= =======================
4. FINANCING INSTRUMENTS
In June 1997, the Company entered into a $30 million multi-currency revolving
credit facility with a syndicate of banks, the proceeds of which may be used for
working capital, acquisitions and general corporate purposes. The credit
facility also includes a letter of credit of up to $10 million for the issuance
of standby letters of credit. As of August 1, 1997, no amounts were outstanding
under this facility.
In June 1997, the Company also entered into an $80 million operating lease
facility that has been established to acquire and develop new correctional
institutions used in its business. As a condition of this facility, the Company
unconditionally agreed to guarantee certain obligations of First Security Bank,
National Association, a party to the aforementioned operating lease facility.
As of August 1, 1997, approximately $16 million of properties were under
development.
5. SUBSEQUENT EVENT
On July 18, 1997, Atlantic Shores Healthcare, Inc. a wholly-owned subsidiary of
Wackenhut Corrections Corporation, completed the purchase of an 86-bed
psychiatric hospital in Fort Lauderdale, Florida for $6 million. The hospital
has been renamed Atlantic Shores Hospital.
Page 9 of 16
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WACKENHUT CORRECTIONS CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
In June 1997, the Company entered into a $30 million multi-currency revolving
credit facility with a syndicate of banks, the proceeds of which may be used for
working capital, acquisitions and general corporate purposes. The credit
facility also includes a letter of credit of up to $10 million for the issuance
of standby letters of credit. As of August 1, 1997, no amounts were outstanding
under this facility.
In June 1997, the Company also entered into an $80 million operating lease
facility that has been established to acquire and develop new correctional
institutions used in its business. As a condition of this facility, the Company
unconditionally agreed to guarantee certain obligations of First Security Bank,
National Association, a party to the aforementioned operating lease facility. As
of August 1, 1997, approximately $16 million of properties were under
development.
In June 1997, the Company also purchased the Queens Private Correctional
Facility, a 66,000 square foot building currently being used by the Company as a
200-bed federal detention facility, for $6.6 million. The Company also invested
another $5.5 million to renovate the building.
Reference is made to Item 7, Part II of the Corporation's Annual Report on Form
10-K for the fiscal year ended December 29, 1996, filed with the Securities and
Exchange Commission on March 28, 1997, for further discussion and analysis of
information pertaining to the Corporation's results of operations, liquidity and
capital resources.
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Corporation's consolidated financial statements and the notes thereto.
COMPARISON OF THIRTEEN WEEKS ENDED JUNE 29, 1997 AND THIRTEEN WEEKS ENDED JUNE
30, 1996:
Revenues increased by 54.1% to $51.5 million in the thirteen weeks ended June
29, 1997 ("Second Quarter 1997") from $33.4 million in the thirteen weeks ended
June 30, 1996 ("Second Quarter 1996"). The increase in revenues in Second
Quarter 1997 compared to Second Quarter 1996 is primarily attributable to
increased compensated resident days resulting from the opening of two facilities
in the first half of 1996 (Willacy County Unit, Willacy County, Texas in January
1996, and Marshall County Correctional Facility, Marshall County, Mississippi in
June 1996), the opening of five facilities in the First Quarter of 1997 (South
Bay Correctional Facility, South Bay, Florida in February 1997, Travis County
Community Justice Center, Travis County, Texas in March 1997, Bayamon Regional
Detention Center, Bayamon, Puerto Rico in March 1997, Queens Private
Correctional Facility, Queens, New York in March 1997 and Fulham Correctional
Center, Victoria, Australia in March 1997) and improved occupancy at the Central
Texas Parole Violator Facility in San Antonio, Texas.
Page 10 of 16
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WACKENHUT CORRECTIONS CORPORATION
The number of compensated resident days in domestic facilities increased to
1,141,607 in Second Quarter 1997 from 752,474 in Second Quarter 1996. In
addition, compensated resident days in the Company's Australian facilities
increased to 142,840 from 111,748 for the comparable periods. As a result of the
increase in compensated resident days, average facility occupancy in domestic
facilities increased to 96.4% of capacity in Second Quarter 1997 compared to
95.2% in the same period in Second Quarter 1996.
Operating expenses increased by 50.6% to $43.2 million in Second Quarter 1996
compared to $28.7 million in Second Quarter 1996. The increase primarily
reflected the seven facilities that opened in 1996 and 1997, as described above.
Depreciation and amortization increased by 96.1% to $1.5 million in Second
Quarter 1997 from $770,000 in Second Quarter 1996. This increase is due to
deferred charge amortization attributable to the new facilities and depreciation
associated with the purchase of two facilities.
Contribution from operations increased 71.4% to $6.8 million in Second Quarter
1997 from $4.0 million in Second Quarter 1996 due primarily to the opening of
the South Bay Correctional Facility in February 1997, the openings of the Queens
Private Correctional Facility, Travis County Community Justice Center and Fulham
Correctional Center in March 1997, improved occupancy at the Central Texas
Parole Violator Facility, and a full six months of operating results at the
Marshall County Correctional Facility which opened in June 1996.
General and administrative expenses increased 46.8% to $3.0 million in Second
Quarter 1997 from $2.1 million in Second Quarter 1996. This increase is
primarily attributable to increased business development activities in response
to additional interest in the Company's services.
Operating income increased by 98.1% to $3.8 million in Second Quarter 1997 from
$1.9 million in Second Quarter 1996. As described above, the opening of four
facilities and improved occupancy at the Central Texas Parole Violator Facility
were the principal factors contributing to the increase in operating income
during Second Quarter 1997.
Income before taxes and equity income of affiliate increased by 58.6% to $4.1
million in Second Quarter 1997 from $2.6 million in Second Quarter 1996 due to
the factors described above, offset by lower interest income since the Company
has deployed cash to strategic opportunities.
Provision for income taxes increased to $1.6 million in Second Quarter 1997 from
$895,000 in Second Quarter 1996 due to higher taxable income, and a higher
effective tax rate.
Equity income of affiliates increased by 79.39% to $251,000 in Second Quarter
1997 from $140,000 in Second Quarter 1996. This increase is due to two
expansions at the H.M. Prison Doncaster (Doncaster, England) in June 1996 and
March 1997, and income earned from two court escort contracts that commenced
operations in May 1996.
Net income increased by 50.1% to $2.7 million in Second Quarter 1997 from
$1.8 million in Second Quarter 1996 as a result of the factors described above.
Page 11 of 16
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WACKENHUT CORRECTIONS CORPORATION
COMPARISON OF TWENTY-SIX WEEKS ENDED JUNE 27, 1997 AND TWENTY-SIX WEEKS ENDED
JUNE 30, 1996:
Revenues increased by 47.6% to $92.7 million in the twenty-six weeks ended June
29, 1997 ("First Half 1997") from $62.9 million in the twenty-six weeks ended
June 30, 1996 ("First Half 1996"). The increase in revenues in First Half 1997
compared to First Half 1996 is primarily attributable to increased compensated
resident days resulting from the opening of two facilities in the first half of
1996 (Willacy County Unit, Willacy County, Texas in January 1996, and Marshall
County Correctional Facility, Marshall County, Mississippi in June 1996), the
assumption of operational responsibility for an existing facility (Delaware
County Prison, Delaware County, Pennsylvania in April 1996), the opening of five
facilities in the First Quarter of 1997 (South Bay Correctional Facility, South
Bay, Florida in February 1997, Travis County Community Justice Center, Travis
County, Texas in March 1997, Bayamon Regional Detention Center, Bayamon, Puerto
Rico in March 1997, Queens Private Correctional Facility, Queens, New York in
March 1997 and Fulham Correctional Center, Victoria,Australia in March 1997) and
improved occupancy at the Central Texas Parole Violator Facility in San Antonio,
Texas.
The number of compensated resident days in domestic facilities increased to
2,105,395 in First Half 1997 from 1,389,295 in First Half 1996. In addition,
compensated resident days in Australian facilities increased to 250,038 from
223,496 for the comparable periods. As a result of the increase in compensated
resident days, average facility occupancy in domestic facilities increased to
96.9% of capacity in First Half of 1997 compared to 95.7% in First Half of 1996.
Operating expenses increased by 45.8% to $77.6 million in First Half 1997
compared to $53.2 million in First Half 1996. This increase primarily reflected
the eight facilities that opened in 1996 and 1997, as described above.
Depreciation and amortization increased by 65.5% to $2.7 million in the First
Half 1997 from $1.6 million in the First Half 1996. This increase is due to
deferred charge amortization attributable to the new facilities and depreciation
associated with the purchase of two facilities.
Contributions from operations increased by 55.9% to $12.5 million in First Half
1997 from $8.0 million in First Half 1996 due primarily to the opening of the
South Bay Correctional Facility in February 1997, the openings of the Queens
Private Correctional Facility, Travis County Community Justice Center and Fulham
Correctional Center in March 1997, improved occupancy at the Central Texas
Parole Violator Facility, and a full six months of operating results at the
Marshall County Correctional Facility which opened in June 1996.
General and administrative expenses increased by 24% to $5.5 million in First
Half 1997 from $4.4 million in First Half 1996. This increase is primarily
attributable to increased business development activities in response to
additional interest in the Company's services.
Operating income increased by 94.4% to $7.1 million in First Half 1997 from $3.6
million in First Half 1996. As described above, the opening of four facilities
and improved occupancy at the Central Texas Parole Violator Facility were the
principal factors contributing to the increase in operating income during Second
Quarter 1997.
Page 12 of 16
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WACKENHUT CORRECTIONS CORPORATION
Income before taxes and equity loss increased by 59.9% to $7.9 million in First
Half 1997 from $4.9 million in First Half 1996 due to the factors described
above, offset by lower interest income since the Company has deployed cash to
strategic opportunities.
Provision for income taxes increased to $3.1 million in First Half 1997 from
$1.8 million in First Half 1996 due to higher taxable income, and an increase in
the Company's effective tax rate.
Equity income of affiliates increased 173% to $497,000 for First Half 1997 from
$182,000 in First Half 1996. The current year increase results from two
expansions at the H.M. Prison Doncaster (Doncaster, England) in June 1996 and
March 1997, and income earned from two court escort contracts that commenced
operations in May 1996.
Net income increased by 61.6% to $5.3 million in First Half 1997 from $3.3
million in First Half 1996 as a result of the factors described above.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not Applicable.
Page 13 of 16
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WACKENHUT CORRECTIONS CORPORATION
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The nature of the Corporation's business results in claims or litigation against
the Corporation for damages arising from the conduct of its employees or others.
Except for routine litigation incidental to the business of the Corporation,
there are no pending material legal proceedings to which the Corporation or any
of its subsidiaries is a party or to which any of their property is subject. The
Corporation believes that the outcome of the proceedings to which it is
currently a party will not have a material adverse effect upon its operations or
financial condition.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Corporation was held on April 24, 1997
in Palm Beach Gardens, Florida. All directors nominated for election were
elected by a majority of the votes cast and the tabulation of the votes cast
were as follows:
VOTES FOR VOTES WITHHELD
Norman A. Carlson 20,881,163 46,191
Benjamin R. Civiletti 20,847,433 79,921
Manuel J. Justiz 20,877,433 49,921
Floretta McKenzie 20,876,613 50,741
John Ruffle 20,880,233 47,121
Anthony P. Travisono 20,879,813 47,541
George R. Wackenhut 20,879,063 48,291
Richard R. Wackenhut 20,881,883 45,471
George C. Zoley 20,881,933 45,421
The second matter voted upon at the Annual Meeting was the ratification of the
action of the Board of Directors appointing the firm of Arthur Andersen LLP to
be the independent certified public accountants of the Corporation for the
fiscal year 1997. The tabulation of the votes on this matter was as follows:
For: 20,874,560 Against: 17,970 Abstain: 34,824
ITEM 5. OTHER INFORMATION
Not applicable.
Page 14 of 16
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WACKENHUT CORRECTIONS CORPORATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - The following exhibits are filed as part of this quarterly
report.
Exhibit
No. Description
4.1 Credit Agreement, dated as of June 19, 1997, by and
among Wackenhut Corrections Corporation, as Borrower,
NationsBank National Association, as Agent and as Lender,
ScotiaBanc Inc. and Barnett Bank, N.A., as Co-Agents and as
Lenders, and the Lenders Party thereto from time to time.
4.2 Participation Agreement, dated as of June 19, 1997, among
Wackenhut Corrections Corporation, as Construction Agent and
as Lessee, First Security Bank, National Association, as
Owner Trustee under the Wackenhut Corrections Trust 1997-1,
the Various Banks and Other Lending Institutions which are
Parties thereto from time to time, as Holders, the Various
Banks and Other Lending Institutions which are parties
thereto from time to time, as the Lenders, and NationsBank,
National Association, as Administrative Agent for the
Lenders.
4.3 Credit Agreement, dated as of June 19, 1997, among First
Security Bank, National Association, as Owner Trustee for
Wackenhut Corrections Trust 1997, as Borrower, the Several
Lenders from time to time parties thereto, and NationsBank,
National Association, as Administrative Agent.
4.4 Second Amended and Restated Trust Agreement (Wackenhut
Corrections Trust 1997-1), dated as of June 19, 1997, among
NationsBank, National Association, and the other financial
institutions parties thereto, as Holders, and First Security
Bank, National Association, as Owner Trustee.
4.5 Security Agreement, dated as of June 19, 1997, between First
Security Bank, National Association, as Owner Trustee under
the Wackenhut Corrections Trust 1997-1, and NationsBank,
National Association, as Agent for the Lenders and Holders.
4.6 Lease Agreement dated as of June 19, 1997, between First
Security Bank, National Association, as Owner Trustee under
the Wackenhut Corrections Trust 1997-1, as Lessor, and
Wackenhut Corrections Corporation, as Lessee.
4.7 Agency Agreement, date as of June 19, 1997, between
Wackenhut Corrections Corporation, as Construction Agent,
and First Security Bank National Association, as Owner
Trustee under the Wackenhut Corrections Trust 1997-1, as
Lessor.
4.8 Guaranty Agreement (Series A Obligations), dated as of June
19, 1997, by and among Wackenhut Corrections Corporation, as
guarantor to NationsBank, National Association, as
Administrative Agent.
27 Financial Data Schedule (for S.E.C. use only).
(b) Reports on Form 8-K - The Corporation did not file a Form 8-K during the
first half of 1997.
Page 15 of 16
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
August 11, 1997 /s/ John G. O'Rourke
--------------------------------
John G. O'Rourke
Senior Vice President - Finance, Chief Financial
Officer and Treasurer
(Duly Authorized Officer and Principal Financial
Officer)
Page 16 of 16